DigiPulse’s application for services constitutes a binding contract when accepted by DigiPulse, notwithstanding the 3-day right or rescission set forth below. [cite: 1]
Your endorsement, whether in ink or through electronic means, obligates you to the terms specified in the application document and those detailed on this website, which are expressly integrated therein. [cite: 2]
Collectively, they constitute the Application/Contract or the Agreement herein. DigiPulse LLC ("DigiPulse" or "we") delivers services in local maps optimization and associated areas, often referred to as search engine optimization ("SEO"). [cite: 3]
DigiPulse enhances local business directories ("citations") with tailored content to meet the requirements of the Client ("you"). [cite: 4]
Furthermore, DigiPulse employs various established strategies to improve rankings in Google Maps/Places and enhances the quality of its Clients' Google Maps listing clusters. [cite: 5]
DigiPulse also monitors and adjusts the "health" of listings to align with periodic changes in Google Quality Guidelines. [cite: 6]
To achieve these objectives, DigiPulse relies on cooperation from its Clients as outlined below. [cite: 7]
The Client is required to be responsive, truthful, and collaborative. [cite: 8]
By signing the DigiPulse Application/Contract, the Client commits to these principles. [cite: 9]
We encourage active involvement from our Clients in their campaigns. [cite: 10]
At a minimum, the Client must promptly respond to our communications via phone calls, emails, or other means. [cite: 11]
Signing the Application/Contract implies agreement to promptly engage with DigiPulse's communications and provide honest feedback. [cite: 12]
Occasionally, DigiPulse's Clients may be approached by competitors offering similar services. [cite: 13]
Concurrent engagement with multiple SEO companies can detrimentally impact the Client's listings. [cite: 14]
Therefore, it is agreed that the Client will inform DigiPulse of any concurrent SEO efforts, whether independent or with another company, during the contract term. [cite: 15]
Given the complexity of our services, optimizations may necessitate changes to the Client's account. [cite: 16]
Cooperation from the Client is vital for this process. By signing the Application/Contract, the Client commits to collaborating with DigiPulse in good faith to maximize success. [cite: 17]
Additionally, the Client agrees to disclose any past or future internet marketing plans to prevent potential penalties from search engine guidelines. [cite: 18]
The Client acknowledges and comprehends that DigiPulse invests significant time, funds, and resources into establishing the Client's account. [cite: 19]
Consequently, DigiPulse necessitates an initial service term as stipulated in the Application/Contract. [cite: 20]
Any breach of the Application/Contract before the term's conclusion results in loss for DigiPulse. [cite: 21]
DigiPulse is unable to terminate contracts at the Client's request, except during the three-day right of rescission period outlined below. [cite: 22]
The following additional terms and conditions also apply to your Contract with DigiPulse: [cite: 23]
Upon signing the Application/Contract, the Client is responsible for paying the account initiation fee and the first month's instalment to DigiPulse.
Subsequent instalment payments are automatically billed by DigiPulse each month thereafter. [cite: 24]
Following the initial term of the Agreement, the Application/Contract transitions automatically to a month-to-month basis unless cancelled in writing by the Client. [cite: 25]
You may cancel service and receive a 100% refund within the first three (3) days of your initial signing of or agreement to the Application/Contract. [cite: 26]
Three day cancellations must be received by email billing@dgpulse.biz. Three day rescission cancellations are not permitted by phone. [cite: 27]
Confirmation notices will be emailed to Client upon receipt during regular business hours. [cite: 28]
We are open Monday through Friday - 7:45am to 3:15pm (PST). [cite: 29]
If you do not receive written confirmation of your rescission within 3 business days, please contact DigiPulse. [cite: 30]
Any cancellation of service before the contract term's completion, aside from the rescission within the initial three days as described in paragraph 2.1 above, will incur an early termination fee equal to 100% of the remaining contract balance period. [cite: 31]
Requests for such cancellations must be submitted via email to billing@dgpulse.biz. Phone requests for cancellations will not be accepted. [cite: 32]
Confirmation notices will be promptly emailed to the Client upon receipt during regular business hours. [cite: 33]
Our business hours are Monday through Friday, from 7:45am to 3:15pm (PST). [cite: 34]
If you do not receive written confirmation of your rescission within 3 business days, please reach out to DigiPulse for further assistance. [cite: 35]
Following the conclusion of your initial term, when your account transitions to month-to-month service, you retain the flexibility to cancel at any time. [cite: 36]
To cancel month-to-month service, please submit your request via email to billing@dgpulse.biz. [cite: 37]
Cancellation requests must be received at least 30 days prior to your anniversary billing date, submitted via email. [cite: 38]
Typically, confirmation notices are promptly emailed to the Client upon receipt during regular business hours. [cite: 39]
Our operating hours are Monday through Friday, from 7:45am to 3:15pm (PST). [cite: 40]
If you do not receive written confirmation of your cancellation within 3 business days, please do not hesitate to contact DigiPulse for assistance. [cite: 41]
Given the dynamic nature of search engine algorithms and the availability of open-source citations, DigiPulse CANNOT ASSURE ANY PRECISE SEARCH ENGINE RESULT PAGE OR LINE PLACEMENT FOR YOUR LISTING. [cite: 42]
While DigiPulse will exert its utmost efforts to optimize your listing, your Application/Contract with DigiPulse does not promise specific outcomes. [cite: 43]
It's important to recognize that no SEO company can ensure precise results because they do not have control over search engine algorithms. [cite: 44]
Client's Application/Contract constitutes our invoice. Monthly instalment amounts are billed automatically and without notice, to the form of payment provided by Client. [cite: 45]
In the event that Client's method of payment has changed, Client's Application constitutes consent to all billing instruments, methods and information provided by Client. [cite: 46]
The Client confirms that it possesses all necessary rights and permissions for the replication of data, recordings, domains, artwork, and printed materials provided to DigiPulse; [cite: 47] that such materials will not violate any trademark, copyright, contract, or property rights; [cite: 48] and that any royalties or charges required under copyright law or other regulations have been duly paid. [cite: 49]
Additionally, the Client ensures that the materials do not contain any libelous, defamatory, obscene, or privacy-violating content. [cite: 50]
DigiPulse retains the right to utilize creative materials created for the Client in future advertising endeavours. [cite: 51]
By signing, the Client authorizes DigiPulse to act as their SEO agent throughout the Agreement's duration, including posting, publishing, or editing their business profile or internet advertisements. [cite: 52]
The Client also agrees to indemnify and defend DigiPulse against any claims or liabilities arising from the Client's breach of this Agreement, including the representations and warranties outlined in this section. [cite: 53]
Under no circumstances shall DigiPulse, its suppliers, or agents be liable for any damages, including but not limited to special, incidental, consequential, or indirect damages such as personal injury, loss of business profits, business interruption, loss of business information, or any other financial loss arising from this Agreement or the use of or inability to use this service, even if the company has been advised of the possibility of such damages. [cite: 54]
In any scenario, DigiPulse and its suppliers' total liability under any provision of this Agreement shall be restricted to the amount actually paid to DigiPulse for the services rendered, including local listing with search engines, website development, domain registration, creative development, and promotional products. [cite: 55]
Client reserves the right to terminate the Application/Contract, in which case the full contract balance will be due and payable immediately . [cite: 56]
Early cancellation (except for rescission within the first three days pursuant to paragraph 2.1 above) or cancellation in writing after the Contract converts to month-to-month status, will result in an early termination fee of 100% of the remaining contract balance. [cite: 57]
DigiPulse reserves the right to terminate without penalty and deliver current work on any assignment to Client. [cite: 58]
Upon termination of the Application/Contract, ownership of concepts and/or executions will transfer from DigiPulse to the Client, if applicable, but this transfer will only take effect after full payment of invoices. [cite: 59]
DigiPulse's proprietary optimization methods cannot be replicated without prior exclusive written consent from DigiPulse. [cite: 60]
The person signing on behalf of the Client hereby personally represents and warrants that she/he has full authority to bind Client and approve DigiPulse's service. [cite: 61]
All fees and expenses are to be settled and payable by the 5th of each month. [cite: 62]
Any expenses outstanding beyond 30 days are subject to penalties of 10% per month, compounded up to 90 days. [cite: 63]
Should the account remain unsettled beyond this period, DigiPulse reserves the right to transfer the Client's account to an external collection agency for resolution. [cite: 64]
Laws of the State of Delaware shall apply to this Agreement. [cite: 65]
In addition to the previously mentioned disclosures, the Client commits to providing written notification to DigiPulse of any past or ongoing internet marketing campaigns prior to submitting the application. [cite: 66]
Furthermore, the Client agrees to keep DigiPulse informed of any modifications or additions to their internet marketing initiatives throughout their association with DigiPulse. [cite: 67]
The failure to disclose such information may jeopardize the quality of service provided. [cite: 68]
Additionally, the Client pledges to consult DigiPulse before entering into agreements for any other internet marketing services. [cite: 69]
The Client also undertakes to promptly update DigiPulse in writing within ten days of any changes in company information, including but not limited to changes in name, address, telephone or fax number, website address, or billing information. [cite: 70]
DigiPulse reserves the right without penalty and without prior notice to Client, to upgrade Client's listing/profile in order to meet current SEO guidelines - which may temporarily interrupt service. [cite: 71]
All correspondence sent by mail must be sent as delivery receipt requested. [cite: 72]
Please store your delivered receipts for your records. [cite: 73]
Client agrees that the terms, conditions, and performance of its relationship with DigiPulse shall be kept confidential and not disclosed to third parties. [cite: 74]
DigiPulse's trade secrets and proprietary business know-how are considered confidential and cannot be shared with third parties. [cite: 75]
Likewise, DigiPulse agrees not to divulge the details of the Client's account and relationship. [cite: 76]
Both parties further commit not to disparage each other to third parties. [cite: 77]
DigiPulse is particularly concerned about recent threats of reputation damage by former Clients seeking unfair concessions. [cite: 78]
Both parties pledge to refrain from disparaging or disseminating critical information about the other, except in defence against disparagement initiated by the other party, both during and after the Agreement's term. [cite: 79]
By signing this Contract, you acknowledge and agree that determining damages for breaching the Confidentiality and/or Non-Disparagement Clause is challenging, so both parties agree to liquidated damages of $2,500 per occurrence in case of breach. [cite: 80]
This amount is recognized as a reasonable estimation of the damages likely to result from such breaches. [cite: 81]
Client understands that a domain name may be registered and hosted with a template based website on the Client's behalf. [cite: 82]
The domain name may be similar to Client's existing domain name and used in accordance with the terms of service. [cite: 83]
Registered domain names are non-transferable.
THIS SECTION CONTAINS A MANDATORY ARBITRATION PROVISION WHICH DISALLOWS CLASS ACTIONS. [cite: 84]
THIS SECTION ALSO CONTAINS A CLASS ACTION WAIVER PROVISION AND A JURY WAIVER PROVISION. [cite: 85]
In the event of a dispute between you and DigiPulse, you agree to resolve it through binding arbitration. [cite: 86]
Arbitration offers a more informal means of dispute resolution compared to a lawsuit. [cite: 87]
In arbitration, an arbitrator, rather than a judge or jury, decides the case. [cite: 88]
The discovery process is typically more limited than in a lawsuit, and the arbitrator's decision is usually final and cannot be contested in court. [cite: 89]
Arbitration hearings are generally concise. You have the option to conduct the hearing in person, by telephone, via video conferencing, or solely based on documents and evidence submitted to the arbitrator. [cite: 90]
You may choose to be represented by an attorney or handle the process independently. [cite: 91]
Arbitration will be conducted on an individual basis; the arbitrator is not empowered under this Agreement to consolidate cases involving multiple individuals or decide claims on a class-wide basis.Arbitration pursuant to this Agreement will be handled by the American Arbitration Association ("AAA"), a non-profit arbitration company (http://www.adr.org). [cite: 92]
You may appear at any hearings remotely, as set forth above. [cite: 93]
The arbitration will proceed using AAA's Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes ("Consumer Rules"). [cite: 94]
AAA updates those rules occasionally and the rules for any particular arbitration will be the ones in effect at the time of the arbitration. [cite: 95]
Therefore, it is important to check AAA's website (http://www.adr.org/arb_med) periodically to ensure that you are referring to the most updated version. [cite: 96]
By executing the Application/Contract or by using DigiPulse's service, you consent to resolve any disputes concerning your Contract with DigiPulse or DigiPulse's services, including disputes about the Contract's performance, interpretation, cancellation, termination, or invalidity to binding arbitration . [cite: 97]
Such proceeding will be governed by the laws of the state of Delaware. [cite: 98]
This Agreement waives your right to submit any disputes you may have now or in the future with DigiPulse to the court system, including Small Claims court, and waives your right to a jury trial. [cite: 99]
Any arbitration award under this Agreement will be limited to money damages. [cite: 100]
No injunction or other equitable relief will be available. Further, the arbitrator cannot grant punitive, exemplary or consequential damages. [cite: 101]
All damages in arbitration shall be subject to the limitations specified in Section 6 above ("No Liability for Damages"). [cite: 102]
If, for any reason, this arbitration clause is deemed invalid or is deemed not to apply to any dispute between you and DigiPulse, the venue for any lawsuits, including Small Claims actions, with DigiPulse, shall be exclusively in the courts of Delaware. [cite: 103]
Before Arbitration. Before you file an arbitration action, you must first describe your dispute in writing to DigiPulse by sending an email to billing@dgpulse.biz, and referencing this Section of the Terms and Conditions. [cite: 104]
If you have been in email contact with any other persons at DigiPulse, copy that person or persons on the email. [cite: 105]
DigiPulse may elect to resolve the matter with you at that time. [cite: 106]
If you and DigiPulse cannot resolve the matter within 30 days of your first email to DigiPulse referencing this dispute resolution procedure, you can file arbitration paperwork under the AAA Consumer Rules (see above and below). [cite: 107]
Fill Out and File a Demand for Arbitration. Arbitration begins when you fill out and file a "Demand for Arbitration,"-a written statement in which you inform the arbitrator about your dispute. [cite: 108]
You can find a form Demand for Arbitration at http://www.adr.org/aaa/faces/home.
Make and Send Copies. [cite: 109]
After you have filled out the Demand for Arbitration, you must make at least four (4) copies. [cite: 110]
Keep one copy for your records. Send one copy to DigiPulse. [cite: 111]
The other two copies must be sent to AAA (see below). [cite: 112]
File Two Copies of Your Demand for Arbitration to AAA and Pay the Filing Fee. [cite: 113]
Submit two copies of your Demand for Arbitration to AAA New York office. [cite: 114]
Ensure that you include the appropriate AAA filing fee of $125 for claims under $10,000. [cite: 115]
Keep in mind, however, that AAA may increase the fee at any time. [cite: 116]
Current fee amounts may be found by viewing AAA's rules on its website or by calling AAA at 800.778.7879. [cite: 117]
After you pay the filing fee, your responsibility for arbitration fees will be limited to an additional $200 in non-frivolous cases. [cite: 118]
In other words, you and DigiPulse will both pay 50% of arbitration fees, up to the first $400 (not including filing fees). [cite: 119]
When the arbitration fees exceed $400, DigiPulse will pay 100% of any additional fees in non-frivolous cases. [cite: 120]
If the arbitrator rules that the claims in your Demand for Arbitration were frivolous or had an improper purpose (as defined by Federal Rule of Civil Procedure 11(b)), then arbitration fees and costs will be governed by AAA's rules. [cite: 121]
If the arbitrator determines your case was frivolous, you may be ordered to repay DigiPulse for advancing your half of the arbitration costs after the first $400. [cite: 122]
After you have properly filed the Demand for Arbitration with AAA, AAA will notify you of additional procedures and deadlines. [cite: 123]
If you have not received any further contact from AAA within 20 days of your filing of the Demand for Arbitration, you should contact AAA for further instructions by calling 800.778.7879. [cite: 124]
Alternative Payment and No Attorney's Fees. After the arbitration hearing, if the arbitrator awards you more than DigiPulse's last written settlement offer, and the arbitrator's award exceeds $125, DigiPulse will then pay you the amount of the award, or $1,500, whichever is greater, plus reimbursement of your filing fee, even if not awarded by the arbitrator. [cite: 125]
If DigiPulse never made an offer to settle, you will be paid this alternative payment if the arbitrator awards you more than $125. [cite: 126]
If DigiPulse wins the arbitration, DigiPulse will not attempt to collect its attorney's fees against you, even if it has the legal right to do so, except in cases where your claim was deemed frivolous by the arbitrator. [cite: 127]
This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement, including statements made by DigiPulse sales representatives. [cite: 128]
MAKE SURE THAT YOU UNDERSTAND THE "NO GUARANTEES OR WARRANTY" SECTION (SECTION 3) OF THIS AGREEMENT BEFORE YOU SIGN THIS AGREEMENT. [cite: 129]
There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement, other than what is written in this Agreement. [cite: 130]
This Agreement may only be modified in writing and any such modifications must be signed by both the client and DigiPulse.